UNIROYAL MARINE EXPORTS LIMITED CP$l495(11119), Vengatam P.O, Caticut - 673 303, Kerata, India Te[ : 0496 2633781, 2633782, Fax : +91496 2633783 E-mai[ : [email protected]www. uni royalmari ne. com CIN : LI 5 1 24K11992PLCW667 4 Ref: UME/BSE/}l/20T7 Scrip Code No;526113 To The General Manager, Department of Corporate Services Bombay Stock Exchange Ltd. P ] Towers, Dalal Street, Mumbai- 400 001 September 20,20t7 Sub: : Annual Report of 25th Annual Genqral Meeting of Uniroval Marine Exports Limited- held on 09th September 2017, Disclosure un{er Regrrlation 34(1) of SEBI (Listing Obligations and Disclosures Requirements) Regulatiof,rq, 2015. Dear Sir f Madam, Pursuant to Regulation 34 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, attached is the approved and adopted Annual Report of the 25ft Annual General Meetings of the company which was duly held on Saturday, the 09e September 2A17 at 230 pm at Registered office of the company, 11,/19, Chamancheri Vengalam P. O, Kozhikode District, Kerala 673303. Further, Annual Report of the company is also available on the Company's website: www. uniroyalmarine.com You are kindly requested to take the same on record. Thanking You, Yours faithfully, Exports Limited B l ru ro +, rw C_ompany Secretary & Compliance Officer
Sub: : Annual Report of 25th Annual Genqral Meeting of Uniroval Marine ExportsLimited- held on 09th September 2017, Disclosure un{er Regrrlation 34(1) of SEBI(Listing Obligations and Disclosures Requirements) Regulatiof,rq, 2015.
Dear Sir f Madam,
Pursuant to Regulation 34 (1) of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015, attached is the approved and adopted Annual Report
of the 25ft Annual General Meetings of the company which was duly held onSaturday, the 09e September 2A17 at 230 pm at Registered office of the company,11,/19, Chamancheri Vengalam P. O, Kozhikode District, Kerala 673303.
Further, Annual Report of the company is also available on the Company's website:www. uniroyalmarine.com
You are kindly requested to take the same on record.
Notice is hereby given that the 25th Annual General Meeting ofthe members of Uniroyal Marine Exports Limited will be held atthe Registered Office of the Company at 11/19, Vengalam P.O,Kozhikode District, Kerala – 673 303 on Saturday the 9th September2017 at 2.30 p.m. to transact the following business:
Ordinary Business
1. To receive, consider and adopt the Audited Financial Statementof the Company for the financial year ended March 31, 2017together with the Reports of the Board of Directors and theAuditors thereon.
2. To appoint a Director in place of Mr. K C Thomas (DIN:02239374), who retires by rotation and, being eligible, seeksre-appointment.
3. To appointment of Statutory Auditor and if thought fit, to pass,with or without modification(s), the following resolution as anOrdinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 139and all other applicable provisions of the Companies Act, 2013 (the “Act”)read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014(including any statutory modification(s) or re-enactment thereof for thetime being in force), the Company hereby appointing Mr. Sabu Philip,Chartered Accountant (Membership No. 31708), as the Statutory Auditorof the Company to hold office from the conclusion of this meeting untilthe conclusion of the Annual General Meeting to be held for the financialyear 2021-22 on such remuneration as may be determined by the Boardof Directors.”
4. To re-appointment of Mr. Anush Kalluvila Thomas (DIN: 01254212)as the Managing Director and in this regard, to consider and, ifthought fit, to pass with or without modification(s), the followingresolution as an Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197,198 and 203 read with Schedule V and other applicable provisions, ifany, of the Companies Act 2013, (including any statutory modificationsor reenactment(s) thereof, for the time being in force), and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014,the Company hereby re- appointed Mr. Anush Kalluvila Thomas whowas re- appointed by the Board in its meeting held on 29-07-2017 asManaging Director of the Company (not liable to retire by rotation) for aperiod of five years from 21st August 2017 for an overall remuneration tothe extent of Rs. 2,52,000/- pa.
By order of the Board
For UNIROYAL MARINE EXPORTS LIMITED
Sd/-
Kozhikode Sandeep Kumar Panakkat29-07-2017 Company Secretary
1. Explanatory Statement pursuant to Section 102(1) of the CompaniesAct, 2013 relating to the Special Business to be transacted at theMeeting is annexed hereto.
2. A Member entitled to attend and vote at the Annual GeneralMeeting is entitled to appoint a proxy to attend and vote insteadof himself and the proxy need not be a Member of the Company.The instrument appointing the proxy, in order to be effective, mustbe deposited at the Company’s Registered Office, duly completedand signed, not less than FORTY-EIGHT HOURS before the meeting.Proxies submitted on behalf of limited companies, societies, etc.,must be supported by appropriate resolutions/authority, as applicable.A person can act as proxy on behalf of Members not exceeding fifty(50) and holding in the aggregate not more than 10% of the totalshare capital of the Company. In case a proxy is proposed to beappointed by a Member holding more than 10% of the total sharecapital of the Company carrying voting rights, then such proxy shallnot act as a proxy for any other person or shareholder.
3. Information under Regulation 36 (3) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements)Regulations, 2015 relating to the Director proposed to be reappointedis provided in Annexure to this Notice.
Details of the director seeking re-appointment as required underRegulation 36 (3) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations,2015 secretarial standard-2:
Particulars Mr. K C Thomas Mr. Anush KalluvilaThomas
DIN 02239374 01254212
Date of Birth 24.05.1946 13.09.1978
Date of Appointment 21.08.1992 21.08.2012
Type of appointment Non Executive Executive Director,Director retiring not liable for retiringby rotation by rotation
4. The Register of Members and Share Transfer Register of theCompany will remain closed from 04-09-2017 to 09-09-2017(both days inclusive).
5. Members are requested to notify their change of address, if any,quoting their folio numbers to the Regd. Office of the company/our RTA. Similarly members holding shares in demat form shallintimate the change of address, if any, to their respectiveDepository Participants (DP).
6. In case of joint holders attending the meeting, the Member whosename appears as the first holder in the order of names as per theRegister of Members will be entitled to vote.
7. The Notice of the AGM along with the Annual Report 2016-17is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories,unless any Member has requested for a physical copy of thesame. For Members who have not registered their e-mailaddresses, physical copies are being sent by the permitted mode.
8. Members/Proxies must bring the original attendance slip sentherewith duly filled in, signed and hand it over at the entranceof the meeting hall.
9. To support the ‘Green Initiative’, the Members who have notregistered their e-mail addresses are requested to register the samewith Depositories/ RTA of the Company.
10. The Securities and Exchange Board of India (SEBI) has mandatedthe submission of Permanent Account Number (PAN) by everyparticipant in securities market. Members holding shares in electronicform are, therefore, requested to submit their PAN to their DepositoryParticipants with whom they are maintaining their demat accounts.Members holding shares in physical form can submit their PAN tothe Company / RTA.
11. Voting through electronic means
In terms of Section 108 of the Companies Act, 2013 read with
the Companies (Management and Administration) Rules, 2014as amended from time to time and Regulation 44 of the Securitiesand Exchange Board Of India (Listing Obligations andDisclosure Requirements) Regulations, 2015, the Company isproviding the E-voting facility through Central DepositoryServices (India) Limited (CDSL) as an alternative, for allmembers of the Company to enable them to cast their voteselectronically, on the resolutions mentioned in the notice of the25th Annual General Meeting of the Company.
Procedure / Instructions for e-voting are as under:
(i) The voting period begins on Wednesday, 06th September, 2017 at
09.00 a.m. (IST) and ends on Friday, 08th September, 2017 at 5.00
p.m. (IST). During this period shareholders’ of the Company, holding
shares either in physical form or in dematerialized form, as on the
cut-off date i.e. September 02, 2017 may cast their vote electronically.
The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date would
not be entitled to vote at the meeting venue.
(iii) The shareholders should log on to the e-voting websitewww.evotingindia.com.
(iv) Click on Shareholders.
(v) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number
registered with the Company.
(vi) Next enter the Image Verification as displayed and Click on Login.
(vii) If you are holding shares in demat form and had logged on towww.evotingindia.com and voted on an earlier voting of anycompany, then your existing password is to be used.
If you are a first time user follow the steps given belowFor Members holding shares in Demat Form and Physical Form
Enter your 10 digit alpha-numeric PAN issued by IncomeTax Department (Applicable for both demat shareholdersas well as physical shareholders)
· Members who have not updated their PAN with theCompany/Depository Participant are requested to usethe first two letters of their name and the 8 digits of the
* PAN sequence number in the PAN field.
· In case the sequence number is less than 8 digits enterthe applicable number of 0’s before the number afterthe first two characters of the name in CAPITAL letters.Eg. If your name is Ramesh Kumar with sequencenumber 1 then enter RA00000001 in the PAN field.
Dividend Enter the Dividend Bank Details or Date of BirthBank (in dd/mm/yyyy format) as recorded in your dematDetails account or in the company records in order to login.OR Date · If both the details are not recorded with the depositoryof Birth or company please enter the member id / folio number(DOB) in the Dividend Bank details field as mentioned in
instruction (iv).
(i) After entering these details appropriately, click on “SUBMIT” tab.
(ii) Members holding shares in physical form will then directly reachthe Company selection screen. However, members holding sharesin demat form will now reach ‘Password Creation’ menu whereinthey are required to mandatorily enter their login password in thenew password field. Kindly note that this password is to be alsoused by the demat holders for voting for resolutions of any othercompany on which they are eligible to vote, provided that companyopts for e-voting through CDSL platform. It is stronglyrecommended not to share your password with any other personand take utmost care to keep your password confidential.
(iii) For Members holding shares in physical form, the details can beused only for e-voting on the resolutions contained in this Notice.
(iv) Click on the EVSN for the relevant <UNIROYAL MARINEEXPORTS LTD> on which you choose to vote.
(v) On the voting page, you will see “RESOLUTION DESCRIPTION”and against the same the option “YES/NO” for voting. Select theoption YES or NO as desired. The option YES implies that youassent to the Resolution and option NO implies that you dissent tothe Resolution.
(vi) Click on the “RESOLUTIONS FILE LINK” if you wish to viewthe entire Resolution details.
(vii) After selecting the resolution you have decided to vote on, clickon “SUBMIT”. A confirmation box will be displayed. If you wishto confirm your vote, click on “OK”, else to change your vote,click on “CANCEL” and accordingly modify your vote.
(viii) Once you “CONFIRM” your vote on the resolution, you will notbe allowed to modify your vote.
(ix) You can also take a print of the votes cast by clicking on “Clickhere to print” option on the Voting page.
(x) If a demat account holder has forgotten the login password thenEnter the User ID and the image verification code and click onForgot Password & enter the details as prompted by the system.
(xi) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app canbe downloaded from Google Play Store. Apple and Windows phoneusers can download the app from the App Store and the WindowsPhone Store respectively. Please follow the instructions as promptedby the mobile app while voting on your mobile.
(xii) Note for Non – Individual Shareholders and Custodians
· Non-Individual shareholders (i.e. other than Individuals, HUF,NRI etc.) and Custodian are required to log on towww.evotingindia.com and register themselves as Corporate.
· A scanned copy of the Registration Form bearing the stamp andsign of the entity should be emailed [email protected].
· After receiving the login details a Compliance User should becreated using the admin login and password. The Compliance
User would be able to link the account(s) for which they wish tovote on.
· The list of accounts linked in the login should be mailed [email protected] and on approval of the accountsthey would be able to cast their vote.
· A scanned copy of the Board Resolution and Power of Attorney(POA) which they have issued in favour of the Custodian, if any,should be uploaded in PDF format in the system for thescrutinizer to verify the same.
(xiii) In case you have any queries or issues regarding e-voting, youmay refer the Frequently Asked Questions (“FAQs”) and e-votingmanual available at www.evotingindia.com, under help section orwrite an email to [email protected].
12. In terms of the recent amendment to the Companies (Managementand Administration) Rules, 2014 with respect to the Voting throughelectronic means, the Company is also offering the facility for votingby way of physical ballot at the AGM. The Members attending themeeting should note that those who are entitled to vote but havenot exercised their right to vote by remote e-voting, may vote at theAGM through ballot for all businesses specified in theaccompanying Notice. The Members who have exercised their rightto vote by remote e-voting may attend the AGM but shall not voteat the AGM. The voting rights of the Members shall be in proportionto their shares of the paid-up equity share capital of the Companyas on the cut-off date being Saturday, 2nd September, 2017.
13. Mr. Satheesh Kumar N, Practising Company Secretary, Cochin hasbeen appointed as scrutinizer, who in the opinion of the Board canscrutinize the e-voting process in fair and transparent manner.
14. The Scrutinizer shall immediately after the conclusion of the votingat General meeting, first count the votes cast at the meeting, andthereafter unblock the votes in the presence of atleast two (2)witnesses not in the employment of the Company and make aScrutinizer’s Report of the votes cast in favour or against, if anywithin forty eight hours of Conclusion of the Meeting, to theChairman of the meeting. The Chairman shall declare the results ofthe voting forthwith.
15. The Results declared along with the Scrutinizer’s Report shall beplaced on the Company’s website www.uniroyalmarine.com withinimmediately after the results are declared and communicated to theBSE Limited.
STATEMENT PURSUING TO SECTION 102 (1) OF THECOMPANIES ACT, 2013 (“the Act”) The followingStatement sets out all material facts relating to the SpecialBusiness mentioned in the accompanying Notice:
Item No. 4Mr. Anush Kalluvila Thomas is Managing Director and is actively
associated with the development of the Company. He was appointed asManaging Director w.e.f. 21.08.2012 and still continues as ManagingDirector of the Company. The term of appointment of Mr. AnushKalluvila Thomas as a Managing Director of the Company will be expiredon 21.08.2017 and in connection to this the Board of Directors of theCompany in its meeting held on 29-07-2017 re- appointed him as theManaging Director on recommendation of the “Nomination andRemuneration Committee” and subject to approval of the members inthe General Meeting. Accordingly the Board recommends ratifying there-appointment of Mr. Anush Kalluvila Thomas as Managing Directorof the Company for a further period of 05 years on remuneration as setforth in the resolution. The draft agreement to be entered into with Mr.Anush Kalluvila Thomas for re-appointment as Managing Director isavailable for inspection of members at the Registered office of theCompany on all working days between 10.00 AM to 01.00 PM upto thedate of General meeting. He is not disqualified from being re-appointedas director in terms of Section 164 of the Act. Board is of opinion thathis re-appointment is properly justified, considering his contribution inthe growth of the Company as explained above.
Considering the role and the important contribution made by Mr.Anush Kalluvila Thomas in varied capacities for the growth of theCompany, the Board of Directors unanimously approved the aboveremuneration as detailed in the resolution.
The Board of Directors recommends the resolution for yourapproval as special resolution.
Mr. Anush Kalluvila Thomas as Managing Director of theCompany and Mr. K.C Thomas being a relative of Mr. Anush KalluvilaThomas may be deemed to be interested in the resolution did not takepart in the deliberation and voting on the resolution.
STATEMENT PURSUANT TO THE PROVISIONS OFSCHEDULE V OF THE COMPANIES ACT 2013 IS GIVEN
BELOW:
I. General Information
Nature of Industry Processing and exporting ofMarine Products.
Date of Commencementof business 23/03/1994
In case of new companies,expected date ofcommencement ofactivities as per projectapproved by financialinstitutions appearing inthe prospectus NA
Financial performance Financial performance of theCompany as on March 31, 2017:Total Income: Rs. 443,237,717/-Total Expenditure: Rs.442,075,755/Profit before tax:Rs. 590,397/-Profit after tax: Rs.590,397/-
Job profile and his suitability Mr. Anush Kalluvila Thomas is theManaging Director of the Companyand has been looking after the overalloperations of the Company under thesupervision and control of the Boardof Directors. The Company has madeenormous progress under thestewardship of Mr. Anush KalluvilaThomas, who has the managementexpertise to handle the business of theCompany and the vision to take thebusiness forward.
Remuneration proposed As mentioned in the resolution
Comparative remuneration The proposed remuneration is justifiedprofile with respect to in comparison with the general marketindustry, size of the trends and remuneration package ofcompany, profile of the top level managerial person havingposition and person comparative qualification,
contribution and expertise.
Pecuniary relationshipdirectly or indirectly, withthe company, or relationshipwith the managerialpersonnel, if any Nil
Reasons of loss or As per the Audited Balance Sheet ofinadequate profit the Company as at March 31, 2017,
the net profit after tax of theCompany is Rs 590,397/-Demonetisation effected badly to theperformance of the company for therelevant financial year.
Steps taken or proposed to The company expects to increase thebe taken for improvement revenue in the forth upcoming years
through the new machinery installed
Expected increase in In view of the facts stated above, itproductivity and profits in is difficult to forecast the profitabilitymeasurable terms in measurable terms. However, the
Company expects that theprofitability would improve in futurein comparison with industry average.
IV. DisclosuresThe remuneration package of the managerial person has been given inthe respective resolution
By order of the Board
For UNIROYAL MARINE EXPORTS LIMITED
Sd/-
Kozhikode Sandeep Kumar Panakkat 29-07-2017 Company Secretary
Dear Member, Your Directors have pleasure in submitting their 25th Annual report
and the Audited Balance Sheet and Profit & Loss Accounts for the yearended March 31, 2017.
RESULTS OF OPERATIONOperation Results of the Company for the year under review along
with the figures for previous year are as follows:
(Rs. in Lakh)
Particulars 2016-17 2015-16
Net sales / Incomefrom Operations 4429.64 4080.13
Other Income 2.74 2.05
Total Revenue 4432.38 4082.18
Total Expense 4420.76 4075.27
Profit Before Tax 5.90 6.91
Profit After Tax 5.90 4.62
Earnings Per Equity Share1. Basic 0.09 0.072. Diluted 0.09 0.07
OPERATION ANALYSISThe financial year 2016-2017 was a very challenging for the Indian
industry due to demonetisation. Inspite of this entanglement, we achieveda cash profit of Rs.5.90.
Revenue for Financial Year March 31, 2017 stood at Rs.4432.38/-as against Rs. 4082.18/- in the previous year, which shows an increasein revenue of Rs. 350.20/-. After providing for depreciation and taxationof Rs. 54.02/- & Rs.0/- respectively, the net profit of the Company is Rs.5.90/- (Figures in Lakh)
Your Company is confident that it will be able to establish its name inthe market in the years to come with the growing demand for Indianseafood products across the world and the expanded production capacityof the Company.
TRANSFER TO RESERVES
The Company does not propose to transfer any amount to thegeneral reserve out of the amount available for appropriation.
DIVIDEND
Due to the inadequacy of profits your directors regret their inabilityto recommend any dividend for the year.
DEPOSITS
The Company has not accepted any deposits under Chapter-V ofthe Companies Act, 2013.
SUBSIDIARIES, JOINT VENTURES & ASSOCIATES
The Company is not having any subsidiary, Joint Ventures andAssociate Companies
PARTICULARS OF EMPLOYEES
During the year under review, no employee of the Company wasin receipt of remuneration requiring disclosure under Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel)Rules, 2014.
The table containing the names and other particulars of employeesin accordance with the provisions of Section 197(12) of the CompaniesAct, 2013, read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, is appended asAnnexure 1 to the Board’s report.
In accordance with the provisions of the Act and the Articles ofAssociation of the Company, Mr. K.C .Thomas (DIN: 02239374),Director of the Company, retires by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered himself for re-appointment.
(b) Declaration by an Independent Director
The Company has complied according to the provisions of Section149(6) of the Companies Act, 2013. The Company has also obtaineddeclarations from all the Independent Directors pursuant to Section149(7) of the Companies Act, 2013.
(c) Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 the Boardhas carried out an annual performance evaluation of its ownperformance and the directors individually.
AUDIT COMMITTEE
The Composition of the Audit committee is disclosed in thecorporate governance report for the purpose of Section 177(8) of theCompanies Act, 2013. All the recommendations made by the Auditcommittee have been accepted by the Board.
PARTICULARS OF LOANS, INVESTMENTS ANDGUARANTEES UNDER SECTION 186 OF THE COMPANIESACT, 2013
There were no loans, guarantees and investments under Section 186 ofthe Companies Act, 2013 during the year 2016-17.
BUSINESS RISK MANAGEMENT
The details of Risk management policy are included in the ManagementDiscussion & Analysis, which forms part of this report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIRADEQUACY
The details in respect of internal financial control and theiradequacy are included in the Management Discussion & Analysis, whichforms part of this report.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The company has put in place a mechanism of reporting illegal orunethical behaviour. Employees are free to report violations of laws,rules, regulations or unethical conduct to their immediate supervisor/notified persons. The policy is available on our website at the link: http://uniroyalmarine.com/wp-content/uploads/2015/02/UME-Whistle-Blower-Policy-Vigil-Mechanism.pdf
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3) (a) of the Companies Act, 2013,an extract of the annual return in the prescribed format is appended asAnnexure 2 to the Board’s report.
NUMBER OF MEETINGS OF THE BOARD
The Board met four times during the financial year ie. 28-05-2016,13-08-2016, 12-11-2016, 11-02-2017 the details of which are given inthe corporate governance report that forms part of this Annual Report.The intervening gap between any two meetings was within the periodprescribed by the Companies Act, 2013.
BOARD EVALUATION
The performance evaluation of non Independent Directors is doneby the Independent Directors of the company at their meeting held on11.02.2017.
The performance evaluation of Independent Directors is done bythe entire Board of Directors, excluding the director being evaluated atthe Board Meeting held on 30.05.2017.
The performance evaluation of the Board was carried out on aquestionnaire template on the basis of criteria such as flow of informationto the Board, effective role played by the Board in decision making etc.The evaluation of all the directors and the Board as a whole was conductedbased on the criteria and framework adopted by the Board. The Boardapproved the evaluation results as collated by the nomination andremuneration committee.
A separate meeting of Independent Directors of the Company washeld during the year under review, in which the members evaluated theperformance of the Chairman on the basis of criteria such as givingguidance to the Board and ensuring the Independence of the Board etc.The performance of the Non- Independent Directors was also evaluatedon the basis of their contribution to the Board deliberations.
POLICY ON DIRECTORS’ APPOINTMENT ANDREMUNERATION
The policy of the Company on Directors’ appointment andremuneration, including criteria for determining qualifications, positiveattributes, independence of a director and other matters provided underSubsection (3) of Section 178 of the Companies Act, 2013, adopted bythe Board, is put up on the website of the Company at the link: http://uniroyalmarine.com/wp-content/uploads/2015/06/Code-for-Remuneration1.pdf
GENERAL
Your Directors state that no disclosure or reporting is required in respectof the following items as there were no transactions on these items duringthe year under review:
1. Issue of equity shares with differential rights as to dividend, votingor otherwise.
2. Issue of shares (including sweat equity shares) to employees of theCompany under any scheme.
3. Disclosure regarding remuneration or commission to ManagingDirector or the Whole-time Directors from subsidiaries notapplicable since there is no subsidiaries.
5. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status andCompany’s operations in future.
6. There are no material changes and commitments affecting thefinancial position of the company which have occurred betweenthe end of the financial year 2016-2017 and the date of this report.
Your Directors further state that the Company has in place an AntiSexual Harassment Policy and has a committee for prevention of sexualharassment of women at work place. All employees (permanent,contractual, temporary, trainees) are covered under this policy. Duringthe year under review, there were no complaints received pursuant to theSexual Harassment of Women at workplace (Prevention, Prohibition andRedressal) Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADEWITH RELATED PARTIES
All transactions entered by the Company during the financial yearwith related parties were in the ordinary course of business and on anarm’s length basis. During the year, the Company had not entered intoany contract / arrangement / transaction with related parties which couldbe considered material.
Your Directors drawn attention of the members to Note 32 to thefinancial statement which sets out related party disclosures.
CONSERVATION OF ENERGY, RESEARCH ANDDEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Sub-section (3)(m) of Section134 of the Companies Act, 2013, read with the Companies (Accounts)Rules, 2014, are enclosed as Annexure 3 to the Board’s report.
i. in the preparation of the annual accounts for the year ended March31, 2017, the applicable accounting standards read withrequirements set out under Schedule III to the Act, have beenfollowed and there are no material departures from the same;
ii. The Directors have selected such accounting policies and appliedthem consistently and made judgements and estimates that arereasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31, 2017 and of the profit ofthe Company for the year ended on that date;
iii. The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance withthe provisions of this Act for safeguarding the assets of the companyand for preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the annual accounts on a going concernbasis.
v. The Directors had laid down internal financial controls to befollowed by the company and that such internal financial controlsare adequate and were operating effectively.
vi. The Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systemswere adequate and operating effectively.
RISK MANAGEMENT
During the year, your Directors have adopted a Risk ManagementPolicy which is intended to formalise the risk management procedures,the objective of which are identification, evaluating, monitoring, andminimising identifiable risks. The risk management policy is successfullyimplemented by the company to protect the value of the Company onbehalf of the shareholders.
M/s. Kuruvilla, & Indukumar, Chartered Accountants, Kochi,Independent Auditors of the Company, who were appointed to hold officetill the conclusion of the Annual General Meeting to be held for thefinancial year 2016-17, are not eligible to continue the office, hence theboard recommended to appoint Mr. Sabu Philip, Chartered Accountant(Membership No. 31708), as the Statutory Auditor of the Company tohold office from the conclusion of this meeting until the conclusion ofthe Annual General Meeting to be held for the financial year 2021-22 onsuch remuneration as may be determined by the Board of Directors, Theyhave confirmed their eligibility to the effect that their appointment, ifmade, would be within the prescribed limits under the Act and that theyare not disqualified.
The Notes on financial statement referred to in the Auditors’ Reportare self-explanatory and do not call for any further qualification. TheAuditors’ Report does not contain any qualification, reservation oradverse remark.
AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE
As required by SEBI (LODR), the auditors’ certificate on corporategovernance is enclosed as Annexure 4 to the Board’s report.
SECRETARIAL AUDITOR
Mr. Satheesh Kumar N of M/s. Satheesh & Remesh, PractisingCompany Secretaries, Cochin, was appointed to conduct the secretarialaudit of the Company for the financial year 2016-17, as required underSection 204 of the Companies Act, 2013 and Rules there under.
SECRETARIAL AUDIT REPORT
Secretarial Audit Report, issued by Mr. Satheesh Kumar N ofM/s.Satheesh & Remesh, Practising Company Secretaries, Cochin,Secretarial Auditor in Form No. MR -3 forms part of this Board Reportand is annexed herewith as Annexure 5.
While confirming that the company has complied with theprovisions of applicable acts, rules, etc. the auditors made fewobservations. The Board’s clarifications for the same are as follows.
Proof of dispatch of notice of AGM: The Company has sent softcopy of annual reports to those shareholders who have submitted theiremail address. For all other shareholders physical copies of annual reportswere sent. However for few shareholders the proof of sending annualreport is not traceable. Action has been taken to ensure propermaintenance of record of sending annual report.
The company also had taken action to comply the SecretarialStandards 2 on General meetings and the company planned to take actionfor improve facilities to control the pollutions.
MANAGEMENT DISCUSSION ANALYSIS
The management discussion and analysis of the financialconditions including the result of the operations of the company for theyear under review as required under Regulation 34(e) of the SEBI(LODR) Regulations, 2015 is separately attached with this report.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere gratitudeespecially to The Federal Bank Ltd, UCO Bank, Government Authorities,Central Excise Dept., MPEDA, EIA and other statutory authorities,customers, suppliers and shareholders. Your Directors also wish to thankall the employees for their co-operation.
For and on behalf of the Board of Directors
Sd/-
Kozhikode Iype Mathew29-07-2017 Chairman (DIN – 01546555)
ANNEXURES TO THE BOARD’S REPORTAnnexure 1 – Particulars of employees
a) Information as per Rule 5(1) of Chapter XIII, Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Board of Directors of the Company affirms that the remuneration isas per the remuneration policy of the Company.
i The Ratio of the Director’s Name Ratio to meanremuneration of each remunerationDirector to the medianremuneration of theemployees of thecompany for thefinancial year 2016-17
Mr. Anush K Thomas- 1:1.71Managing Director
ii The Percentage increase Director’s/CFO/ % increase inin remuneration of each CEO/CS/Manager remunerationDirector, Chief Financial NameOfficer, Chief ExecutiveOfficer, CompanySecretary or Managerif any in the financial year2016-17 compared to2015-16
Mr. Anush K Thomas-Managing Director NILMr.Sandeep Kumar P- Company Secretary NILMs. Bindu Suresh –Chief Financial Officer NIL
iii Percentage increase inthe median remunerationof employees in thefinancial year 2016-17compared to 2015-16 8.99%
iv Number of permanentemployees on the rollsof the company As on 31.03.2017 As on 31.03.2016
85 94
v Explanation on the relationship between As per industry As per industryaverage increase in standards standardsremuneration and thecompany performance
vi Comparison of the Particulars Amount & % remuneration of the Key Total amount of
Managerial Personnel remuneration of KMP 8,40,076.00against the performance Revenue for theof the company Financial Year 2016-17 443,237,717.00
Remuneration ofKMP as a % of Revenue 0.19%Profit Before Tax forthe Financial Year2016-17 5,90,397.00Remuneration of KMPas a % of Profit BeforeTax 70.28%
x Key parameter forany variablecomponent ofremuneration availedby theDirectors NA
xi Ratio of the 1 : 6.65remuneration of thehighest paid Directorto that of theemployees who arenot Directors butreceive remunerationin excess the highestpaid director duringthe year
* Remuneration for part of the year- CS appointed on February 2016a) Information as per Rule 5(2) of Chapter XIII, the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,2014During the year under review, no employee of the Company was inreceipt of remuneration requiring disclosure under Rule 5(2) ofChapter XIII, the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014.
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OFOFFENCES:There were no penalties / punishment / compounding of offencesfor the year ending March 31, 2017.
Annexure 3Conservation of energy, technology absorption,
foreign exchange earnings and outgoEnergy Conservation Measures
The Company continues its efforts to improve methods for energyconservation and utilization by:-(1) More usage of electricity purchased from KSEB.
(2) Improved efficiency of own generation by usage of diesel generator only for emergencies and as stand by.(3) Intensified vigil on wastage/leakage control.
Disclosure of particulars with respect to conservation of energy
Particulars Energy Consumption during
A Power and Consumption 2016-17 2015-161. Electricity
i) Purchased Units KWH 1806304 1862684ii) Total Amount Rs. 11885482 11391809iii) Rate per unit Rs. 6.58 6.122. Own Generation through Diesel Generator
i) Unit KWH 187011 191728ii) Unit/Ltr. of Diesel Oil KWH 6.20 6.15iii) Cost per Unit Rs. 9.72 8.35
B Consumption per Unit ofProduction
a) Electricity KWH 1.79 1.74b) Diesel Ltrs. 0.030 0.029
1. Specific areas in which R&D carried out by the company.
a) Quality up-gradation
b) Developing variety products
c) Productivity enhancement
d) Quality Control Management
2. Benefits derived as a result of the above R&D
a) Increase in production and capacity utilization.
b) Repeat order from customers due to consistency in quality.
Foreign Exchange Earnings and Outgo
i) Foreign Exchange earned during the year(On FOB basis) - Rs. 3799.088 lac
ii) Foreign Exchange outgo - Rs. 16.36 Lac
Annexure 4Auditors’ certificate on corporate governance
To the Shareholders of Uniroyal Marine Exports Limited.
We have examined the compliance of conditions of CorporateGovernance by Uniroyal Marine Exports Limited, for the year endedMarch 31, 2017 as stipulated in SEBI (LODR) of the Company withStock Exchanges
The compliance of conditions of Corporate Governance is theresponsibility of the Management. Our examination was limited to
the procedures and implementation thereof, adopted by the Companyfor ensuring the compliance of the conditions for the CorporateGovernance. It is neither an audit nor an expression of opinion on thefinancial statements of the Company.
In our opinion and to the best of our information and according to theexplanations given to us, we certify that the Company has compliedwith the conditions of Corporate Governance as stipulated in the abovementioned SEBI (LODR).
We state that such compliance is neither an assurance as to the futureviability of the Company nor the efficiency or effectiveness with whichthe management has conducted the affairs of the Company.
For KURUVILLA& INDUKUMARChartered AccountantsReg.No. 013882S
Annexure 5Secretarial audit report for the financial year ended
March 31, 2017
FORM NO. MR-3SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2017
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014]
To,
The Members,Uniroyal Marine Exports Limited11/19, Vengalam, PO Calicut-673303
We have conducted the secretarial audit of the compliance of applicablestatutory provisions and the adherence to good corporate practices byM/s. Uniroyal Marine Exports Limited (hereinafter called the company).Secretarial Audit was conducted in a manner that provided us a reasonablebasis for evaluating the corporate conducts/statutory compliances andexpressing our opinion thereon.
Based on our limited verification of the Company’s Books, Papers,Minute Books, Forms and Returns filed with regulatory authorities andother records maintained by the company and also the informationprovided by the Company, its officers, agents and authorizedrepresentatives during the conduct of secretarial audit, we hereby reportthat in our opinion, the company has, during the financial year ended onMarch 31, 2017 (‘Audit Period’) not fully complied with the statutoryprovisions listed hereunder and also that the Company has to improveBoard-processes and compliance mechanism in place to the extent, inthe manner and subject to reporting made hereinafter:
We further report that maintenance of proper and updated Books, Papers,Minutes Books, filing of Forms and Returns with applicable regulatoryauthorities and maintaining other records is responsibility of managementand of the Company, our responsibility is to verify the content of thedocuments produced before us, make objective evaluation of the contentin respect of compliance and report thereon. We have examined on testcheck basis, the books, papers, minute books, forms and returns filedand other records maintained by the Company and produced before usfor the financial year ended March 31, 2017, as per the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) andthe rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-lawsframed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules andregulations made there under to the extent of Foreign DirectInvestment, Overseas Direct Investment and ExternalCommercial Borrowings, to the extent the same was applicableto the Company
(v) The following Regulations and Guidelines prescribed under theSecurities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations, 1992 and The Securities andExchange Board of India (Prohibition of Insider Trading)Regulations, 1992 and 2015;
(b) The Securities and Exchange Board of India (Issue ofCapital and Disclosure Requirements) Regulations, 2009 ;
(c) The Securities and Exchange Board of India (Employee
Stock Option Scheme and Employee Stock PurchaseScheme) Guidelines, 1999; (Not applicable to the Companyduring the Audit period);
(d) The Securities and Exchange Board of India (Issue andListing of Debt Securities) Regulations, 2008 (Notapplicable to the Company during the Audit period);
(e) The Securities and Exchange Board of India (Registrars toan Issue and Share Transfer Agents) Regulations, 1993regarding the Companies Act and dealing with client;
(f) The Securities and Exchange Board of India (Delisting ofEquity Shares) Regulations, 2009 (Not applicable to theCompany during the Audit period); and
(g) The Securities and Exchange Board of India (Buyback ofSecurities) Regulations,1998 (Not applicable to theCompany during the Audit period);
We have also examined compliance with the applicable clausesof the following:
(i) Secretarial Standards issued by The Institute of CompanySecretaries of India
(ii) The Listing Agreements entered into by the Company withBSE Limited;
We further report that, based on the representation made by the Companyand its Officers in respect of systems and mechanism formed / followedby the Company and on examination of the relevant documents andrecords in pursuance thereof, on test check basis, the following laws,regulations, directions, orders are applicable specifically to the Company:
1. Food Safety and Stands Act 2006
2. Water (Prevention and Control of Pollution) Act 1973
3. Air (prevention and Control of Pollution) Act 1981
Based on the aforesaid information provided by the Company, we reportthat during the financial year under report, the Company has not fullycomplied with the provisions of the above mentioned Acts, Rules,Regulations, Guidelines, Standards etc. mentioned above and we havefollowing material observation or instances of non Compliance in respectof the same :
Proofs of dispatch of notice of annual general meeting to all theshareholders are not available. The Company has not fully compliedwith the Secretarial 2 on General meetings. Regarding the lawsspecifically applicable to the Company, the company has to update itsrecords and registers to be maintained under the respective provisions.In respect of prevention and Control of Pollution the company has toimprove its facilities to control the pollutions.
We further report that the Board of Directors of the Company is dulyconstituted with proper balance of Executive Directors, Non- ExecutiveDirectors and Independent Directors. The changes in the composition ofthe Board of Directors that took place during the period under reviewwere carried out in compliance with the provisions of the Act.
Adequate notice was given to all Directors to schedule the BoardMeetings, agenda and detailed notes on agenda were sent at least sevendays in advance except in few cases, and a reasonable system exists forseeking and obtaining further information and clarifications on the agendaitems before the meeting and for meaningful participation at the meeting.
Majority decision is carried through and proper system is in place whichfacilitates / ensure to capture and record, the dissenting member’s views,if any, as part of the Minutes.
Based on the representation made by the Company and its Officersexplaining us in respect of internal systems and mechanism establishedby the Company which ensures compliances of other Acts, Laws andRegulations applicable to the Company, We report that there are adequatesystems and processes in the Company commensurate with the size andoperations of the Company to monitor and ensure compliance withapplicable laws, rules, regulations and guidelines.
We further report that during the audit period, there are no specific events/ actions having a major bearing on the Company’s affairs in pursuanceof the laws, rules, regulations, guidelines, etc, referred to above.
For Satheesh and Remesh,Company Secretaries Sd/-N.Satheesh Kumar NCP No. 6607Date: 29.07.2017
Note: This report is to be read with our letter of even date which isannexed as ‘ANNEXURE A’ and forms an integral part of thisreport.
The Members,Uniroyal Marine Exports Limited11/19, Vengalam, PO Calicut-673303
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of themanagement of the Company. Our responsibility is to express asopinion on these secretarial records based on our audit.
2. We have followed the audit practices and process as wereappropriate to obtain reasonable assurance about the correctness ofthe contents of the Secretarial records. The verification was done ontest-check basis to ensure that correct facts are reflected in secretarialrecords. We believe that the processes and practices, we followedprovide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financialrecords and Books of Accounts of the Company.
4. Where ever required, we have obtained the Managementrepresentation about the compliance of laws, rules and regulationsand happening of events etc.
5. The compliance of the provisions of Corporate and other applicablelaws, Rules, Regulations, standards is the responsibility ofmanagement. Our examination was limited to the verification ofprocedures on test-check basis.
6. The Secretarial Audit Report is neither an assurance as to the futureviability of the Company nor of the efficacy or effectiveness withwhich the management has conducted the affairs of the Company.
For Satheesh and Remesh,Company SecretariesSd/-N.Satheesh Kumar NCP No. 6607Date: 29.07.2017
Industry structure and developmentIndia is second major producer of aquaculture in the world producing
7 per cent of the world output. Aquaculture sector of the country witnessedboom with increased production of monodon and vannamei. Indianquality has been broadly accepted in the International market. Duringthe previous financial years, exports of marine products reached an alltime high. MPEDA ensures exporters facilities are able to comply withinternational standards. India has wide varieties of species landing inboth west and East coast. Indian Government through MPEDA hasprovided various subsidies in the form of financial assistance for ‘settingcold stores’, purchase refrigerated trucks’, ‘seafood units up gradation’,‘purchase antibiotic testing kit’, ‘insurance coverage for worker’ etc.Exporters receive assistance for promoting exports, hygiene andsanitation, research and development, and acquisition of machinery.
Indian seafood has significant presence in the world seafood incommodity trade. Increased commodity diversification has been one ofthe major strength achieved over the years. HACCP has helped the Indianseafood industry in becoming more organized and process-oriented. Theinternational trade scenario is changing fast and the importers are insistingon stringent quality standards. India produces about 6 per cent of theglobal aquaculture supply. Introduction of L. vannamei in the culturehas improved performance of the seafood export industry. MPEDAenvisages export target for marine products exports at USD 6.6 for 2015-16. Indian Seafood growth has been supplimented by the growth ofshipment connectivity. India can ship to most of the destinations in theworld.
The Kerala region had a bad year due to the excess cost involved intransportation of aqua culture products and demonetization. In Keralathe Aqua culture opportunities are still underutilized. Countries to whicha major portion of seafood is destined are becoming increasinglydiscerning and quality conscious. Our company was conscious aboutmaintenance of quality. We had already taken steps to upgrade thehygienic and sanitary conditions of the workers, plant and machinery soas to ensure quality of the finished product.
1. Our Company has adopted IQF (Individually Quick Frozen)technology, ensuring higher value addition in its production.
2. Proximity to main fish landing centers namely Beypore andPuthiyappa in North Kerala.
3. Our Company enjoys the Green Channel Status for export of cookedproduct to USA and also approval for export of IQF and Block fisheryproducts to the European Union.
4. The cost control measures introduced by the management are beingcontinued.
5. The increasing demand for sea food all over the world.
Risks/Threats
1. The Company is largely dependent on natural sea caught material.Availability of raw material would depend upon the seasons.
2. Selling prices are governed by international market.
3. Export realisation is affected by changes in Rupee Dollar exchangerate.
4. There is a possibility of the shrimps getting affected by virus anddiseases which may affect the availability of cultured shrimp.
Internal Control System and their adequacy
Company has been maintaining adequate internal control systemscommensurate with the size and volume of the business with respect tothe purchase of stocks, raw materials (including components), plant andmachinery, other assets and sale of goods. It also ensures that all theassets of the company are adequately protected against loss and all thetransactions are properly authorized, recorded and reported. The InternalControl System is supplemented by Internal Audit conducted by anindependent Chartered Accountant.
As the company is engaged in manufacture of marine products only,segment wise analysis is not significant.
Industrial relation and human resource management
Your Management firmly believes that success of any organization comesfrom good Human resources. Employees are considered as importantand valuable assets of the organization and key to its success. Totalnumber of employees directly employed by the company was 85.
Cautionary Statement
Statement given in this section describing the company’s objectives,projection, estimates, and expectations may be “forward lookingstatements” based on the present environment, rules and regulations.The actual result could differ materially from those expressed or implied.The important factors that could make a difference among others areeconomic situation affecting demand and supply, price fluctuation bothin domestic and international markets in which the company operates,changes in Govt. regulations, consumer taste, tax laws and other statuesand other incidental factors. The company assumes no responsibility topublicly amend, modify or revise any of the forward-looking statementson the basis of any subsequent developments or events.
The Company’s report on Corporate Governance for the year ended31.03.2017 as required under SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015; a Report on CorporateGovernance is presented as under:
I. Philosophy:
The Company believes that good Corporate Governance is an intrinsicpart of its fiduciary responsibility as a responsible corporate citizen.Corporate Governance is about commitment to values and ethicalbusiness conduct. The importance of Corporate Governance has alwaysbeen recognised by your Directors. The Company’s philosophy onCorporate Governance strives for attaining the optimum level oftransparency and accountability in all facets of its operations and alldealings with its shareholders, employees, lenders, creditors, customersand the government.
The Company is in compliance with the mandatory requirementsstipulated under SEBI (LODR) of the Listing Agreements entered intowith the Stock Exchanges with regard to corporate governance. TheCompany has implemented systems complying with BRC GlobalStandard for food.
II. Board of Directors:
The Board consists of 6 Directors. Shri. Iype Mathew is the Non-executive Chairman and Shri. Anush K Thomas is the Managing Directorof the company. All the other Directors are non-executive Directors.
Composition of the Board
As on 31st March, 2017, the Board of the Company consists of sixDirectors. The composition of the Board is in compliance with therequirements of SEBI (LODR) of the Listing Agreement executed withthe Stock Exchanges.
The Board has constituted three sub-committees, which are AuditCommittee, Stakeholders Relationship Committee and Nomination andRemuneration Committee. Each Committee of the Board functionsaccording to the terms of reference as approved by the Board. Meetingof each sub-committee is convened by the respective committeeChairman. The composition and terms of reference of these sub-committees including the number of meetings held during the financialyear and the related attendance are given below:
A. Audit Committee:
Our Audit Committee consists of three Directors as its members. Theyare Mr. Iype Mathew, Mr. K C Thomas and Mr. V.S.Nath Ram. All themembers of the Committee are non-executive Directors. Shri. IypeMathew, Chairman, is a Chartered Accountant. The Committee assiststhe Board in ensuring correctness of the Company’s financial reportingand disclosure processes, internal controls, risk management policiesand processes, appointment and / or reappointment of Statutory andInternal Auditors and associated matters. The meetings of the Committeeand attendance of the members during 2016-17 are as follows:
Sl. Name of Date of MeetingsNo. Members 28.05.2016 13.08.2016 12.11.2016 11.02.2017
1. Iype Mathew p p p p
2. K.C. Thomas p p p p
3. V.S.Nath Ram p p p p
p – Present, a – Absent
The role and powers of the Audit Committee are as laid down under theRegulation 18 read with Part C of Schedule II to the SEBI (LODR) andSection 177 of the Companies Act, 2013.
A. Nomination and Remuneration CommitteeOur Nomination and Remuneration Committee consists of three
Directors as its members. They are Mr. Iype Mathew, Mr. K C Thomasand Mr. V.S.Nath Ram. All the members of the Committee are non-executive Directors. Mr. Nath Ram is the Chairman of the committeew.e.f. 08.11.2014. The Nomination and Remuneration Committee reviewsthe remuneration payable to the Managing Director and SeniorManagement officials of the Company and advising the Board over thegeneral remuneration policies of the Company.
The meetings of the Committee and attendance of the membersduring 2016-17 are as follows:
Sl. No. Name of Members Date of Meetings
11.02.2017
1. Iype Mathew p
2. K.C. Thomas p
3. V.S.Nath Ram p
p – Present, a – Absent
Remuneration to Directors
No Director, except the Managing Director, draws any remuneration fromthe Company. As per the terms and conditions approved by theShareholders, remuneration of the Managing Director is Rs. 2,52,000p.a (including perks).
The sitting fee payable to the Directors during the year 2016-17 is asfollows:-
Mr. K C Thomas : 2, 37,500 sharesMr. Iype Mathew : 24, 000 sharesMr. V Mohanlal : 2, 00,100 sharesMr. V.S.Nath Ram : NilMs. Nithya Alex : 307075 shares
A. Stakeholders Relationship CommitteeThe Company has constituted Stakeholders Relationship
Committee to look into the redressal of complaints of investors such astransfer or credit of shares, non-receipt of dividend / notices / annualreports etc., and to approve the share transfer, issue of duplicate sharecertificates, transmission and dematerialization of equity shares. TheStakeholders Relationship Committee consists of three Directors. Theyare Mr. Iype Mathew, Mr. K C Thomas and Mr. V.S.Nath Ram. Mr. IypeMathew is the Chairman
Total number of letters and complaints received and replied to thesatisfaction of shareholders during the year under review was NIL as onMarch 31, 2017 there are NIL complaints pending with the Company.The Company has also adopted code of internal procedures and code forprevention of insider trading in the shares of the Company, pursuant toSecurities & Exchange Board of India (Prohibition of Insider Trading)Regulations, 1992, as amended. The Board has designated CompanySecretary as the Compliance Officer of the Company.
Sl. Date of Name of Members
No. Meetings Iype Mathew K.C. Thomas V.S.Nath Ram
1. 28.05.2016 p p p
2. 13.08.2016 p p a
3. 12.11.2016 p p a
4. 11.02.2017 a p p
p – Present, a – Absent
Number of complaints pending as on 31.03.2017 -NIL
Name and Designation of the Compliance Officer(s): Mr. SandeepKumar Panakkat, Company Secretary is the Compliance Officer of thecompany.
A. SEPARATE MEETINGS OF INDEPENDENT DIRECTORSAs required by SEBI (LODR), Regulations, 2015 the IndependentDirectors held 01 meeting during the year. All two Independent Directorsattended the same. The Independent Directors discussed / review thematters specified in Regulation 25 of SEBI (LODR), Regulations, 2015.
IV. Annual General Meetings:The details of A G M held during the last 3 years are as follows:
AGM/ Venue Date & Time Special Year resolution
passed
2014 Uniroyal Marine Exports 20th September 1. Increase in theLtd, 11/19, Vengalam 2014, borrowingP.O Kozhikode, at 2.30 pm powers of theKerala- 673303 Company
2. To createCharge o theassets of theCompany
2015 ” 26th September Increase in the2015, borrowingat 2.30 pm powers of the
Company.
2016 ” 17th September Nil2016,at 2.30 pm
During the year 2016-17, no resolution was passed by postal ballot. Nospecial resolution is proposed to be conducted through postal ballot.
V. Disclosures:
(i) During the year under review, there were no significant transactionsby the company with its Promoters, Directors, Relatives etc. that wouldhave potential conflict with the interest of the company.
(ii) No penalty or restrictions were imposed on the company by anyStock Exchanges, SEBI or any statutory bodies on any matter related toCapital Market during the last three years.
VI. Communication:
The Company regularly intimates information like the quarterly / halfyearly / annual financial results and media releases on significantdevelopments in the Company from time to time and have also beensubmitted to the Stock Exchanges in which the shares of the Companyare listed, to enable them to post it into their websites. The results arealso published in the ‘The Financial Express’ and in ‘Deepika’. TheCompany’s website (www.uniroyalmarine.com) contains a separatededicated section ‘Investor Relations’ where shareholders’ informationis available.
The Management Discussion and Analysis forms part of this annualreport.
VII. General Shareholders information:
Date of Board meeting in which Accounts for the year 2016-17 wereapproved: 30-05-2017.
(i) Date of AGM 09-09-2017Venue Regd. Office11/19, Vengalam P OChemancherry PanchayathKozhikode ,673 303.Time 2.30 p m
(ii) The financial year of the Company starts from 01st April of a yearand ends on 31st March of the following year.
(iii) Particulars of Dividend paid : Nil
(iv) Book Closure: 04-09-2017 to 09-09-2017 (Both days inclusive)
During the year under review, the Company has paid the Annual Listingfees payable to Bombay Stock Exchange Ltd.
(vi) Market Price data:
Monthly high and low prices of each month during the last financialyear 2016-17 as well as the volume of shares traded at the BSE Limitedare as follows:
Month Bombay Stock Exchange
High(Rs.) Low(Rs.) Volume
Apr-16 9.73 8.50 1305
May-16 9.59 8.20 2775
Jun-16 12.24 9.45 6050
Jul-16 12.50 10.01 10550
Aug-16 12.00 8.75 11075
Sep-16 9.64 8.76 32760
Oct-16 11.00 8.55 25705
Nov-16 12.23 9.88 8308
Dec-16 15.86 12.50 14134
Jan-17 17.29 13.54 17671
Feb-17 16.70 14.25 5870
Mar-17 16.45 13.00 4721
(vii) Registrar & Share Transfer/Demat AgentsCompany’s Share Transfer work and dematerialisation are done by SKDCConsultants Limited. Their office is functioning at Kanapathy Towers,3rd Floor, 1391/A-1, Sathy Road, Ganapathy, Coimbatore-641006.(Phone: 0422-6549995, Fax: 0422-2539837 and email: [email protected]). The Shareholders can contact them for all mattersrelated to their shareholdings.
(viii) Share transfer system and liquidity: -During the year the share transfers which were received in physical formand for which documents were valid and complete in all respects, wereprocessed and the share certificates were returned within the prescribedtime from the date of receipt.
The company has arranged agreements with National SecuritiesDepositories Limited (NSDL) and Central Depository Services Limited(CDSL) for Dematerialisation of shares through SKDC ConsultantsLimited.
(ix) Share holding pattern as on March 31, 2017 Physical holdings - 3475600 (53.64%)
Dematerialised mode - 3003900 (46.36%)
Distribution of share holding as on March 31, 2017
No. of Equity No. of % to Total % toShares Members Members Amount Total
Mr. Anush Kalluvila Thomas, Managing Director and Mrs. Bindu Suresh,Chief Financial Officer has given CEO/CFO Certificate to the Board.The Board has taken on record the CEO/CFO Certificate as per the formatgiven under LODR at its meeting held on 29th July, 2017.
IX. Chairman’s Certificate on Code of conduct
The Board had adopted a code of conduct for the Board members andSenior Management personnel of the Company. The requisite certificateaffirming the compliance with the Code of conduct has also been obtainedfrom the Board members and Senior Management personnel to whomthis Code of conduct is applicable.
For and on behalf of the Board of Directors
Kozhikode Anush K Thomas29-07-2017 Managing Director (DIN – 01254212)
We have audited the accompanying financial statements ofUniroyal Marine Exports Limited (“the Company”), which comprisethe Balance Sheet as at 31st March, 2017, the Statement of Profit andLoss, the Cash Flow Statement for the year then ended, and a summaryof the significant accounting policies and other explanatory information.
Managements’ Responsibility for the Financial Statements
The Companys’ Board of Directors is responsible for the mattersstated in Section 134(5) of the Companies Act, 2013 (“the Act”) withrespect to the preparation of these financial statements that give a trueand fair view of the financial position, financial performance and cashflows of the Company in accordance with the accounting principlesgenerally accepted in India, including the Accounting Standards specifiedunder Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of theAct for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates thatare reasonable and prudent; and design, implementation and maintenanceof adequate internal financial controls, that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records,relevant to the preparation and presentation of the financial statementsthat give a true and fair view and are free from material misstatement,whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on thesefinancial statements based on our audit.
We have taken into account the provisions of the Act, theaccounting and auditing standards and matters which are requiredto be included in the audit report under the provisions of the Actand the Rules made there under.
We conducted our audit in accordance with the Standards onAuditing specified under Section 143(10) of the Act. ThoseStandards require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from materialmisstatement.
An audit involves performing procedures to obtain auditevidence about the amounts and the disclosures in the financialstatements. The procedures selected depend on the auditors’judgment, including the assessment of the risks of materialmisstatement of the financial statements, whether due to fraud orerror. In making those risk assessments, the auditor considersinternal financial control relevant to the Companys’ preparation ofthe financial statements that give a true and fair view in order todesign audit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on whether theCompany has in place an adequate internal financial control systemover financial reporting and the operating effectiveness of suchcontrols. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of theaccounting estimates made by the Companys’ Directors, as well asevaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our audit opinionon the financial statements.
Opinion
In our opinion and to the best of our information and accordingto the explanations given to us, the aforesaid financial statements
give the information required by the Act in the manner so requiredand give a true and fair view in conformity with the accountingprinciples generally accepted in India, of the state of affairs of theCompany as at 31st March, 2017, and its profit/loss and its cashflows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2016(‘the Order’), issued by the Central Government of India in termsof sub-section (11) of section 143 of the Act, we give in theAnnexure A, a statement on the matters specified in paragraphs3 and 4 of the said Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information andexplanations which to the best of our knowledge and belief,were necessary for the purpose of our audit;
b) In our opinion, proper books of account as required by law havebeen kept by the Company so far as appears from ourexamination of those books;
c) The balance sheet, statement of profit and loss, and cash flowstatement dealt with by this report are in agreement with thebooks of account;
d) In our opinion, the aforesaid financial statements comply withthe accounting standards specified under section 133 of the Act,read with rule 7 of the Companies (Accounts) Rules, 2014;
e) On the basis of written representations received from thedirectors as on March 31, 2017, taken on record by the board ofdirectors, none of the directors is disqualified as on March 31,2017 from being appointed as a director in terms of Section164 (2) of the Act;
f) With respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operatingeffectiveness of such controls, refer to our separate Report in‘Annexure B’; and
g) With respect to the other matters to be included in the Auditor’sReport in accordance with Rule 11 of the Companies (Auditand Auditors) Rules, 2014, in our opinion and to the best of ourinformation and according to the explanations given to us:
i. The Company does not have any pending litigations whichwould impact its financial position.
ii. The Company did not have any long-term contracts includingderivative contracts for which there were any materialforeseeable losses.
iii. There were no amounts which were required to be transferredto the Investor Education and Protection Fund by the Company.
iv. The Company has provided requisite disclosures in the financialstatements as to holdings as well as dealings in Specified BankNotes during the period from 8th November, 2016 to 30thDecember, 2016. Based on audit procedures and relying on themanagement representation we report that the disclosures arein accordance with books of account maintained by the Companyand as produced to us by the Management -Refer Note 13(a) tothe financial statements.
For KURUVILLA & INDUKUMARChartered Accountants
( ICAI Firm Reg. No. 013882S)
INDUKUMAR. M.G; FCA Place : Kochi Partner Date :30 May 2017 (ICAI Mem No 200004)
Annexure referred to in paragraph 1 under ‘Report on OtherLegal and Regulatory Requirements’ section of our report of evendate on the accounts of the company for the year ended 31st March2017.
1.(a) The Company has maintained proper records showing fullparticulars, including quantitative details and situation of fixed assets.
(b) We are informed that the fixed assets of the company have beenphysically verified by the management during the year and no materialdiscrepancies between the book records and the physical inventoryhave been noticed. In our opinion, the frequency of verification isreasonable.
(c) In our opinion and according to the information and explanationsgiven to us, the title deeds of immovable properties are held in thename of the Company
2. (a) We are informed that the inventory has been physically verified bythe management during the year. In our opinion, the frequency ofsuch verification is reasonable.
(b) The discrepancies noticed on the aforesaid verification between thephysical stocks and book records were not material.
3. According to the information and explanations given to us, theCompany has not granted any loan, secured or unsecured tocompanies, firms, limited liability partnerships or other partiescovered in the register required under section 189 of the CompaniesAct, 2013. Accordingly, paragraph 3 (iii) of the Order is not applicable
4. In our opinion and according to the information and explanationsgiven to us, the Company has not given any loans, made anyinvestments, provided any guarantees, and given any security towhich the provisions of section 185 and 186 of the Companies Act,2013 are applicable.
5. In our opinion and according to the information and explanationsgiven to us, the Company has not accepted any deposits andaccordingly paragraph 3 (v) of the Order is not applicable.
6. The Central Government of India has not prescribed the maintenanceof cost records under sub-section (1) of section 148 of the Act forany of the activities of the Company.
7. (a) According to the information and explanations given to us, noundisputed amounts payable in respect of employees’ state insurance,income-tax, sales tax, wealth tax, service tax, duty of customs, dutyof excise, value added tax, cess and other material statutory dueswere in arrears as at March 31, 2017 for a period of more than sixmonths from the date they became payable.
(b) According to the information and explanations given to us and therecords of the company examined by us, there are no dues of income-tax, sales tax, service tax, duty of customs, duty of excise and valueadded tax which have not been deposited on account of any dispute.
8. In our opinion and according to the information and explanationsgiven to us, the Company has not defaulted in repayment of dues toany financial institutions, bankers, government or debenture holdersduring the year.
9. The company has not obtained any term loans or raised any moneysby way of initial public offer or further public offer (including debtinstruments) during the year.
10. According to the information and explanations given to us, no fraudby the Company or on by its officers or employees has been noticedor reported during the course of our audit.
11. According to the information and explanations given to us, managerialremuneration has been paid or provided in accordance with therequisite approvals mandated by the provisions of section 197 readwith schedule V to the Companies Act.
12. In our opinion and according to the information and explanationsgiven to us, the Company is not a Nidhi Company. Accordingly,paragraph (xii) of the Order is not applicable.
13. According to the information and explanations given to us and basedon our examination of the records of the Company, transactions withthe related parties are in compliance with section 188 of theCompanies Act, 2013 and the details of such transactions have beendisclosed in the financial statements of the Company as required bythe applicable accounting standards.
14. According to the information and explanations given to us and basedon our examination of the records of the Company, the Companyhas not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year. Accordingly,paragraph (xiv) of the Order is not applicable.
15. According to the information and explanations given to us and basedon our examination of the records of the Company, the Companyhas not entered into non-cash transactions with directors or personsconnected with them. Accordingly paragraph (xv) of the Order isnot applicable.
16. According to the information and explanations given to us and basedon our examination of the records of the Company, the Company isnot required to be registered under section 45-IA of the Reserve Bankof India Act, 1934.
For KURUVILLA & INDUKUMARChartered Accountants
Reg.No. 013882S
Place : Kochi INDUKUMAR. M.GDate: 30 May 2017 Partner (M No. 200004)
for the year ended March 31, 2017 (referred to in ourreport of even date)
Report on the Internal Financial Control under Clause (i)of Sub-section 3 of Section 143 of the Companies Act, 2013 (“theAct”)
We have audited the internal financial control over financialreporting of Uniroyal Marine Exports Ltd (“the Company”) as of March31, 2017 in conjunction with our audit of the financial statements of theCompany for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing andmaintaining internal financial control based on the internal control overfinancial reporting criteria established by the Company considering theessential components of internal control stated in the guidance note onaudit of internal financial controls over financial reporting issued by theInstitute of Chartered Accountants of India (‘ICAI’). Theseresponsibilities include the design, implementation and maintenance ofadequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business, includingadherence to company’s policies, the safeguarding of its assets, theprevention and detection of frauds and errors, the accuracy andcompleteness of the accounting records, and the timely preparation ofreliable financial information, as required under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internalfinancial controls over financial reporting based on our audit. Weconducted our audit in accordance with the guidance note on audit ofinternal financial controls over financial reporting (the ‘Guidance Note’)and the standards on auditing (the ‘Standards’) issued by ICAI anddeemed to be prescribed under section 143 (10) of the Companies Act,
2013, to the extent applicable to an audit of internal financial controls.Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controlsoperated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidenceabout the adequacy of the internal financial control system over financialreporting and their operating effectiveness. Our audit of internal financialcontrol over financial reporting included, obtaining an understanding ofinternal financial control over financial reporting, assessing the risk thata material weakness exists, and testing and evaluating the design andoperating effectiveness of internal control based on the assessed risk.The procedures selected depend on the auditor’s judgement, includingthe assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the Company’sinternal financial controls over financial reporting.
Meaning of Internal Financial Controls over FinancialReporting
A company’s internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accountingprinciples. A company’s internal financial control over financial reportingincludes those policies and procedures that (i) pertain to the maintenanceof records that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the company; (ii) providereasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally acceptedaccounting principles, and that receipts and expenditures of the companyare being made only in accordance with authorisations of managementand directors of the company; and (iii) provide reasonable assuranceregarding prevention or timely detection of unauthorised acquisition,
use, or disposition of the company’s assets that could have a materialeffect on the financial statements.
Inherent Limitations of Internal Financial Controls overFinancial Reporting
Because of the inherent limitations of internal financial controlsover financial reporting, including the possibility of conclusion orimproper management override of control, material misstatements dueto error or fraud may occur and not be detected. Also, projections of anyevaluation of the internal financial control over financial reporting tofuture periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes inconditions, or that the degree of compliance with the policies orprocedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, anadequate internal financial control over financial reporting and suchinternal financial controls over financial reporting were operatingeffectively as at March 31, 2017, based on the internal control overfinancial reporting criteria established by the Company considering theessential components of internal control stated in the guidance note issuedby the ICAI.
For KURUVILLA & INDUKUMARChartered Accountants
Reg.No. 013882S
Place : Kochi INDUKUMAR. M.GDate: 30 May 2017 Partner
BALANCE SHEET AS AT 31st March, 2017Particulars Note AS ON AS ON
No. 31-03-2017 31-03-2016I. EQUITY AND LIABILITIES(1) Shareholder’s Funds(a) Share Capital 1 64,795,000 64,795,000(b) Reserves and Surplus 2 (30,742,319) (31,332,716)
Sub- Total 34,052,681 33,462,284(2) Non-Current Liabilities(a) Long-term borrowings 3 5,950,395 10,339,261(b) Deferred tax liabilities (Net) Nil Nil(c) Other Long term liabilities Nil Nil(d) Long term provisions 4 4,021,255 4,231,143
Sub- Total 9,971,650 14,570,404(3) Current Liabilities(a) Short-term borrowings 5 136,718,419 138,534,645(b) Trade payables 6 62,233,207 56,848,074(c) Other current liabilities 7 4,664,087 5,464,509(d) Short-term provisions 8 Nil Nil
Sub- Total 203,615,713 200,847,228 Total 247,640,044 248,879,916
II Assets(1) Non-current assets(a) Fixed assets 9(i) Tangible assets 44,101,532 52,889,124(ii) Intangible assets Nil Nil(iii) Capital work-in-progress Nil Nil(b) Non-current investments Nil Nil(c) Deferred tax assets (net) 489,519 489,519(d) Long term loans and advances 10 1,240,583 1,190,963(e) Other non-current assets Nil Nil
Sub- Total 45831634 54569606Current assets
(a) Current investments Nil Nil(b) Inventories 11 187,413,810 169,648,589(c) Trade receivables 12 1,853,291 17,438,528(d) Cash and cash equivalents 13 1,050,585 1973604(e) Short-term loans and advances 14 3,552,467 3,420,903(f) Other current assets 15 7,938,257 18,28,686
Sub- Total 201,808,410 194,310,310
Total 247,640,044 248,879,916
Significant Accounting Policies As per our Report of even date
Anush K Thomas Iype Mathew For Kuruvilla & IndukumarManaging Director Director Chartered Accountants (Reg.No.013882S)
Sandeep Kumar P Thomas P Koshy Indukumar. M.GCompany Secretary Chief Executive Officer M.No.200004 (Partner )
Place : Kochi Bindu SureshDate : 30 May 2017 Chief Financial Officer
e) Shareholding more than 5% of the total share holding
As at 31 March 2017 As at 31 March 2016
Name of Shareholder No. of % of No. of % ofShares held Holding Shares held Holding
NA (Listed company) NA NA NA NA
f) Shares held by holding company/subsidiary/associates
As at 31 March 2017 As at 31 March 2016
Name of Company Nil Nil
g) Calls Unpaid
As at 31 March 2017 As at 31 March 2016
By Directors Nil Nil Nil Nil
By Officers Nil Nil Nil Nil
By others Nil Nil Nil Nil
Notes:
1. The company has issued only one class of shares referred to asEquity shares having a par value of Rs.10 per share. Each holder ofequity share is entittled to one vote per share.
Particulars As at 31 As at 31March 2017 March 2016
Secureda)Term loansFrom Banks - Foreign Currency
Term Loan due after one year - 4,388,866
From others Nil Nil
- 4,388,866
Unsecured
a) Loans and advances from related
parties Loan From Directors Nil Nil
b) Long term maturities of finance
lease obligations Nil Nil
c) Other Long Term Liabilities
Loan from to Others ** 5,950,395 5,950,395
5,950,395 10,339,261
* Note: The foreign currency term loan was availed in the financialyear 2014-15 from Federal Bank Ltd for the purpose of import ofmachinery at a cost of USD 3,23,000. The loan is secured by EquitableMortgage of Land & Building of the company and hypothecation ofPlant & Machinery including the imported machinery.
** Loan from others represent amount payable to Erstwhile Directorof the company incurred at the time when he was a Director of thecompany. As per clause 2(1)( C ) (viii) of Companies (Acceptance ofDeposits) Rules, 2014, the said amout is outside the purview of definitionof “Deposits” and therefore provisions of Section 74 of Companies Act2013 is not applicable.
a)Loan Repayable on demandi) Federal Bank Ltd.EXPORT- PCL ** 136,718,419 138,534,645
Total 136,718,419 138,534,645
** Export packing credit limit of Rs. 15 Crores secured by first charge on allthe goods to be exported and the whole of the company’s stock of marineproducts and also charge by way of hypothecation on land, building,machineries and equipments, and also personal guarantee of Mr. K C Babu.Repayable on demand
** Export Bills discounted with Federal Bank Ltd. discounted as on 31.3.2017amounting to Rs.9,89,43,979 has been secured against document of title togoods, evidencing export against LC and also by way of hypothecation ofland, building, machineries and equipments, and also personal guaranteeof Mr. K C Babu. Repayable on demand .This amount has been deductedfrom trade receivable to arrive at the net realisable amount.from tradereceivables (Please ref Note: 12)
NOTE 6: TRADE PAYABLES Particulars As at 31 As at 31
March 2017 March 2016a) Trade Payables
- Due to Micro and Small enterprises 1643617 1,129,126 - Others** 60589590 55,718,948
** Others includes an amount of Rs. 51,79,005/- (Previous year Rs.26,47,026) payable to a firm in which the Directors or their elativesare interested, on account of purchase of raw material during theyear in the ordinary course of business
** Others also includes an amount of Rs. 1,90,000/- (Previous yearRs.1,78,000) payable to a Director towards sitting fees / professionalservices provided by him.
NOTE 7: OTHER CURRENT LIABILITIESa) Current Maturities of Long
Term Debt - Foreign currency Term Loan
due within 12 months 4388866 5018083
b) Other PayablesFor Employees Benefitsi. Contribution to PF 186,665 191,747
ii. Contribution to ESI 66,285 68,237
Tax deducted source 22,271 52,696
- Professional Tax - 24,900
- Provision for Taxation (MAT) - 108,846
Total 4,664,087 5,464,509
NOTE 8: SHORT TERM PROVISIONS
a) Provision for employee benefits Nil Nilb) Others
- Proposed Dividend NIl NIl- Tax on Dividend Nil Nil
NOTE 12: TRADE RECEIVABLES Particulars As at 31 As at 31
March 2017 March 2016a. Unsecured, considered good
for a period exceeding six
months from the date they are
due for payment * 1,853,291 1,806,013
b. Other Trade Receivables **
Unsecured, considered good - 15,632,515
Total 1,853,291 17,438,528
Note 1: Bill discounted with Federal Bank Rs. 9,89,43,979 under FDBP/FUBPlimit with them, has been deducted from the trade receivable to arriveat the net amount realizable. (Pl Ref. Note 5)
Note 2: Trade receivables exceeding 6 months represent amount due fromconcerns in which the directors or their relatives are interested.
TRADE RECEIVABLE STATED ABOVE INCLUDEDEBTS DUE BY:
Directors * Nil Nil
Other officers of the Company * Nil Nil
Private Company in which director is a member Nil Nil
Total Nil Nil
NOTE 13: CASH & CASH EQUIVALENTS
Particulars As at 31 As at 31March 2017 March 2016
Closing Cash in hand as on08.11.2016 Nil 49,137 49,137(+) Permitted receipts - 2,706,210 2,706,210(-) Permitted Payments - 2,402,918 2,402,918(-) Amount deposited in banks - - -Closing cash in hand as on30.12.2016 Nil 352,429 352,429
*Loan and advances to related parties
Directors * Nil Nil
Other officers of the Company * Nil Nil
Firm in which director is a partner * Nil Nil
Private Company in which director is a member Nil Nil
Total Nil Nil
Note 13 a: Specified Bank Notes (SBN) held and transactedduring the period 08th November 2016 to 30th December2016 by the Company
Other Matters1.Sales Commission 16,36,377 10,16,037
2. Foreign Tour Nil 91,862
16,36,377 1,107,899
NOTE 28: EARNINGS IN FOREIGN EXCHANGE Particulars For the year For the year
ended 31 ended 31March 2017 March 2016
(Rs.in Crores)Exports of Goods on FOB Basis 37.99 36.40
Royalty, Know- How, Professional Charges Nil Nil
Interest and Dividend Nil Nil
Other Income Nil Nil
NOTE 29: SEGMENT REPORTINGThe company has only one segment. The company’s operations predominentlyrelated to processing and exporting of marine products and has disclosed exportsas its primary segment. Since the income on account of other activities are onlyincidental to the main business of seafood export and does not individuallycontribute to 10% or more of the total revenue receipts as per AS - 17, separatesegment reporting is not applicable. Local turnover is not significant in totalturnover.Segment has been identified in time with As 17 on Segment Reporting.Operation of the company is at present only in India within a single geographicalsegment.
NOTE 30: PREVIOUS YEAR FIGURESThe financial statements for the current year ended March 31, 2017 &Previous year ended 31st March 2016 have been prepared as per ScheduleIII of Companies Act 2013.
NOTE 31: CONTINGENT LIABILITIES ANDCOMMITMENT
Contingent liabilities and commitments For the year For the year (to the extent not provided for) ended 31 ended 31
(a)Details of Related Parties:Description ofRelationship Names of Related PartiesKey ManagementPersonnel Mr. Anush K Thomas- Managing Director
Mr. Iype Mathew- DirectorMr. K C Thomas- DirectorMs. Nithya Alex- DirectorMr. Mohanlal- DirectorMr. Nathram- DirectorMr. Thomas P Koshy- Chief ExecutiveMr. Sandeep Kumar.P, Company Secretary
Ms. Bindu Suresh- Chief Financial Officer
Company in which KMP/ Relatives of KMP can exercise significant influenceM/s. Max Lab Cinemas And Entertainment Private LimitedM/s. Laab M Screens Private LimitedM/s. Vismayas Max Studio Complex Private LimitedM/s. Anuja Property Developers Private LimitedM/s. Surefire Securities Private LimitedM/s. Baby Memorial Hospital LimitedM/s. Caleb Securities Private LimitedM/s. Alston Builders And Developers Private LimitedM/s. Avruti Mall Management Company Private LimitedM/s. Kensha Builders And Developers Private LimitedM/s. Freo Rentals And Leasing Private LimitedM/s. Gilgal Property Developers Private LimitedM/s. Casper Securities Private LimitedM/s. Himax Builders India Private LimitedM/s. Cornelian Realtors And Developers Private LimitedM/s. Acelin Projects Private LimitedM/s. Enso Financial Consultancy Private LimitedM/s. Baby Marine Eastern Exports, MandapamM/s. Baby Marine Products, MalpeM/s. Baby Marine Exports, CalicutM/s. Tharian & Iype, Chartered AccountantsM/s. Ramnath & CoM/s. Pranavam ArtsM/s. Lakshmi Agencies
Relatives of KMP with whom transactions have taken place during the year (otherthan those in the ordinary course of business) NIL
33.In the opinion of the Board of Directors, all items of Current Assets,Loans and Advances continue to have a realisable value of at leastthe amounts at which they are stated in the Balancesheet unlessotherwise stated.
34. Balances of Trade Receivables, Loans & Advances and TradePayables are subject to confirmation and are as per books ofaccount only. However, in the opinion of management, thereconciliation will not have any material impact on profitabilityof the company for the year.
NOTES ON ACCOUNTS
35. Significant Accounting Policies
a) Basis of preparation:-
The financial statements of the company have been prepared inaccordance with the Generally Accepted Accounting Principles inIndia (Indian GAAP). The company has prepared these financialstatements to comply in all material respects with the Companies(Accounts) Rules 2014 and the relevant provisions of the CompaniesAct,2013.
The financial statements have been prepared on an accrual basisand under the historical cost convention. The accounting policiesadopted in the preparation of financial statements are consistent withthose of previous year.
b) Current and Non Current Classification
Any asset / liability is classified as current if it satisfies any of thefollowing conditions:
a) it is expected to be realized / settled in the company’s normaloperating cycle; or
b) it is expected to be realized / settled within twelve months after thereporting date;
i) it is held primarily for the purpose of being traded; or
ii) it is cash or cash equivalent unless it is restricted from beingexchanged or used to settle a liability for at least twelve monthsafter the reporting date
d) in the case of a liability, the company does not have an unconditionalright to defer settlement of the liability for at least twelve monthsafter the reporting date.
c) Fixed Assets & Depreciation:-
Fixed Assets are stated at cost of acquisition less accumulateddepreciation and impairment losses. Cost comprises the purchaseprice and any directly attributable costs of bringing the assets totheir working condition for its intended use.
d) Depreciation:-
a. Depreciation on Fixed Assets is provided based on the useful life ofthe asset in the manner prescribed in Schedule II to the CompaniesAct, 2013.
b. Intangible Assets are recognized only when future economic benefitsarising out of the assets flow to the enterprise and are amortizedover their useful life ranging from 3 to 5 years.
c. Cash generating units / Assets are assessed for possible impairmentat balance sheet dates based on external and internal sources ofinformation. Impairment losses, if any, are recognized as an expensein the statement of Profit & Loss. No provision is made forimpairment loss during the year.
e) Inventory:-
a. Finished goods are valued at cost or net realizable value whicheveris lower and raw material is at cost as certified by the managementbased on FIFO method. Cost includes all charges incurred forbringing the goods to the point of sales.
b. Consumables, Stores and Packing Materials are valued at cost lessamount written off. The cost formula used is First in First Out.
f) Revenue Recognition:-
Sale of goods is recognized at the point of dispatch of finished goodswhereby all significant risks and rewards of ownership have been
transferred to the buyers and no significant uncertainty existsregarding the amount of consideration that will be derived from thesale of goods.
g) Export sales are shown at cost plus freight.
h) Employees benefits:-
Retirement benefits: Defined benefit plans –
Contributions to defined contribution schemes such as ProvidentFund and ESI are charged to the Profit and Loss Account as incurred.The company also provides for retirement and post-retirementbenefits in the form of gratuity and leave encashment. Such definedbenefits are charged to the Profit and Loss Account based onvaluations, as at the balance sheet date. Provision for gratuity liabilityhas been made on the basis of valuation, submitted by themanagement. Actuarial valuation as per AS-15 of ICAI has
not been complied with, the effect of which is not ascertainable. Asthe company was hither to carrying business loss of earlier years,and shortage in working capital, the company has not funded definedbenefit plans as mandated in AS 15 ‘Employees Benefit’ issued byICAI . Encashment of leave is charged off at the undiscounted amountin the year in which the related services are rendered.
i) Borrowing costs:-
Borrowing costs that are directly attributable to the acquisition orconstruction of a qualifying asset were capitalized as part of thecost of that asset till such time the asset is ready for its intended use.
j) Impairment of Assets:-
At each balance sheet date, the Company assesses whether there isany indication that an asset may be impaired. If any such indicationexists, the Company estimates the recoverable amount. Therecoverable amount is the greater of the asset’s net selling price andvalue in use. No such adjustments have been made during the yearunder consideration. In assessing value in use, the estimated futurecash flows are discounted to their present value at the weightedaverage cost of capital. If the carrying amount of the assets exceedsits recoverable amount, an impairment loss is recognized in the Profit
and Loss Account to the extent the carrying amount exceeds therecoverable amount.
k) Depending on the facts of each case and after studying the legalimplications, the Company makes a provision when there is a presentobligation as a result of a past event where the outflow of economicresources is probable and a reliable estimate of the amount ofobligation can be made. The disclosure is made for all possible orpresent obligations that may but probably will not require outflowof resources as contingent liability in the financial statement.
l) Trade Receivables:- Current year Rs.18,53,291/- (Previous year:-Rs. 174,38,528/-)
m) Use of Estimates:-
The preparation of financial statements in conformity with generallyaccepted accounting principles, requires management to makeestimates and assumptions that affect the reported amounts of assetsand liabilities, disclosure of contingent liabilities at the date of thefinancial statements and the results of operations during the reportingyear end. Although these estimates are based upon management’sbest knowledge of current events and actions, actual results coulddiffer from these estimates.
n) Taxation
Current Income Tax: – Tax on Income for current period is NIL andMAT provision applicable u/s. 115 is nil for the year.
o) Deferred Tax Working: - Deferred Tax Asset remaining in bookshas not been written off during the year as the management considersthat it will be made good in the coming years. Based on prudenceno provision has been made for the current year.
p) Foreign currency transactions are accounted at the prevailing rateson the date of transaction and exchange rate differences on monitoryassets and liability as on closing date are dealt in the Profit & LossAccount whenever material.
36. Export premium and incentives are accounted on Receipt Basis.
37. Payment made to Directors As at As at31.3.2017 31.3.2016
Salary to Managing Director 1,80,000 1,80,000
House Rent Allowance 72,000 72,000
2,52,000 2,52,000
Travelling Expenses incurredby Directors 2855 751
Travelling Expenses –Foreign Tour NIL NIL
Sitting Fee to Directors 38,000 43,000
Directors are not claiming any commission and hence calculation of netprofit under section 198 of the Companies Act, 2013 for computation ofeligible commission to Directors are not given.
38. Additional Information:Marine Division
Current Year Previous Yeari) Licensed Capacity N.A N.Aii) Installed Capacity 17700MT 17700 MTiii)Actual Production 1008MT 1073MT
39. Name of Small Scale Industries to whom the Company owes amountsoutstanding for more than 30 days.
Escort Packagings Rs.16,43,617 Rs.11,29,126
Rs.16,43,617 Rs.11,29,126
40. Unsecured Loan: From Directors Nil Nil
From Others (erstwhile Director) 59,50,395 59,50,395
42. No amount is due for transfer to Investor Education and ProtectionFund in accordance with Sec.125 of the Companies Act, 2013, as at theend of the year.
43. Cash Flow Statement is prepared under indirect method.
44. Borrowing Cost: Interest and other cost in connection with theborrowing of funds by the company are recognized as an expense in theperiod in which they are incurred unless the qualifying assets for itsintended use are in progress.
45. Quarterly financial results are published in accordance with the listingagreements.
Anush K. Thomas Iype Mathew As per our report of even dateManaging Director Chairman For Kuruvilla & Indukumar
Chartered Accountants
Thomas P Koshy Bindu Suresh Indukumar.M.G (FCA)Chief Executive Chief Financial (ICAI Mem No. 200004)Officer Officer Partner
UNIROYAL MARINE EXPORTS LIMITEDCASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017
(Rs) (Rs)
2016-17 2015-16A. Cash Flow From Operating Activities
Net Profit before tax andexceptional items 1,161,962 691,166Adjustments for:Depreciation & Transfer to reserve 5,402,760 5,386,757Interest Expense 18,431,539 15,406,008Decrease in Long term provisions (209,888) 23,624,411 945,808 21,738,573
Operating Profit before WorkingCapital Changes 24,786,373 22,429,739Adjustments for:Trade Receivables 15,585,237 (4,794,370)Inventories (17,765,221) (52,496,278)Other current assets (768717) 2,201,653Trade Payable 5,385,133 11,192,889Other current liabilities (800,422) 1636010 211,362 (43684744)
Cash generated from operations 26,422,383 (21,255,005)Prior period expenses (571,565) (119,947)Gratuity Settlement - (852,552)Direct Taxes (Net of Advances)- - (108,846)Cash flow before exceptional items 25,850,818 (22,336,350)
Net Cash from Operating Activities 25,850,818 (22336350)
B. Cash Flow from InvestingActivitiesPurchase of Fixed Assets (2,137,206) (5,661,750)
(2,137,206) (5,661,750)
Net Cash from Investing Activities (2,137,206) (5,661,750)
C. Cash Flow from FinancingActivitiesTerm Loan from banks (4,388,866) (4,945,553)Working Capital Borrowings\(Repayment) (1,816,226) 49,582,215Interest expense (18,431,539) (24,636,631) (15,406,007) 29,230,655
NET INCREASE/DECREASE INCASH AND CASH EQUIVALENTS (9,23,019) 12,32,555
Cash & cash equivalents as atbeginning of the year (1,973,604) (741,051)
Cash & cash equivalents as atthe end of the year 1,050,585 19,73,604
NOTES:
The above cash flow statement has been prepared under the indirectmethod set out in AS - 3 issued by the Institute of Chartered Accountantsof India.Figures in brackets are outflows.
Previous year figures have been regrouped wherever necessary.
As per our report of even date
Anush K Thomas Iype Mathew For Kuruvilla & IndukumarManaging Director Director Chartered Accountants
Reg.No.013882SManaging Director
Sandeep Kumar P Thomas P Koshy INDUKUMAR.M.GCCompany Secretary Chief Executive Officer Partner (M.No.200004)
I certify that I am a registered Shareholder/Proxy for theregistered shareholder of the Company. I hereby record my presenceat the 25th Annual General Meeting of the Company to be held onSaturday, September 09, 2017 at 2.30 p.m. at the Registered Officeof the Company
Member’s Name : .........................................................
Proxy’s Name : .........................................................
PROXY FORM(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of
the Companies (Management and Administration) Rules, 2014)
CIN : L15124KL1992PLC006674Name of the Company : Uniroyal Marine Exports LimitedRegistered Office : 11/19, Vengalam P O, Calicut, Kerala-673 303
Name of the Member(s) : ..............................................................................Registered address : ..............................................................................E-mail Id : ..............................................................................Folio No/Client ID No. : ....................................... DP ID No: ....................I/We, being the member(s) holding ................................ shares of the abovenamed Company, hereby appoint1. Name: .............................................. E-mail Id: ..............................................Address: ..................................................................................................................................................................................... Signature: ................................or failing him/her2. Name:.............................................. E-mail Id: .............................................Address: ..................................................... Signature: ......................................or failing him/her3. 2. Name:.............................................. E-mail Id: .............................................Address: ..................................................... Signature: ......................................as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf atthe 25th Annual General Meeting of the Company to be held on Saturday,September 09, 2017 at 2.30 p.m. at the Registered Office of the Company andat any adjournment thereof in respect of such resolutions as are indicated below:
Resolution No. Resolution1. Adoption of accounts2. Re-appointment of Mr. K.C. Thomas3. Appointment of Statutory Auditor4. Re-appointment of Mr. Anush Kalluvila Thomas as
Managing Director
Signed this ……… day of ………………. 2017
Signature of shareholder:.................. Signature of Proxyholder(s): ......................NOTES: 1. This Form in order to be effective should be duly completed anddeposited at the Registered Office of the Company not less than 48 hours beforethe commencement of the Meeting.
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